Recent Developments to Delaware LLC and LP Acts

Spring 2024

Publication| Limited Liability Company & Partnership Advisory

Delaware limited liability companies (“LLCs”) and Delaware limited partnerships (“LPs”) are increasingly common vehicles used in connection with a diverse range of business applications in the real estate world. Such broad range of applications is buttressed by the Delaware legislature’s emphasis on the primary of freedom of contract for LLCs and LPs and the resulting flexibility of such entities. Despite such inherent flexibility, however, LLCs and LPs remain subject to their respective governing statutes in Delaware—the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et al.) (the “LLC Act”) for LLCs and the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101, et al.) (the “LP Act”) for LPs—with respect to the formation of such business entities and the operation thereof. This article will briefly examine significant amendments to the LLC Act and the LP Act affecting LLCs and LPs that have been enacted in recent years. This article does not purport to be a comprehensive review of all recent amendments to the LLC Act and the LP Act. Rather, our discussion focuses on those recent amendments that have the most relevant applications on the formation and operation of LLCs and LPs.

Reprinted from “Recent Developments to Delaware LLC and LP Acts,” by John D. Seraydarian, Monica M. Ayres, and Robert S. Kissel, 2024, The Abstract, The Official Publication of the American College of Mortgage Attorneys

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